Perfecting the Art of Minute-Taking

[00:00:00] Intro: Welcome to Minutes by boardcycle, where in each episode we pack the insights from one of Australia's boardroom leaders into just a few minutes.

[00:00:09] Intro: In this episode, host Richard Conway talks to Catherine Brenner, Chair of Australian Payments Plus and Director of Scentre Group, Emmi and the George Institute of Global Health, about the overlooked art of minute taking.

[00:00:26] Richard Conway: Hello and welcome to Minutes by boardcycle. I'm your host Richard Conway and today I'm thrilled to be joined by Catherine Brenner.

[00:00:33] Richard Conway: Catherine, welcome to the podcast.

[00:00:35] Catherine Brenner: Hi Richard.

[00:00:37] Richard Conway: Catherine is a highly experienced non-executive director who currently chairs Australian Payments Plus and sits on the boards of Scentre Group, Emmi and the George Institute for Global Health. Today Catherine and I will be talking about the role of meeting minutes.

[00:00:52] Richard Conway: So, Catherine, minutes often seem to be categorised as something that's just a process - perhaps after the board meeting, the [00:01:00] company secretary disappears into a black hole for a little while, and then minutes suddenly appear at the end of that, and that might reflect that there's a legal requirement in the Corporations Act around production of minutes within a certain timeframe.

[00:01:15] Richard Conway: But as a director and chair, I wanted to ask you, what you think of minutes, do you think of them as mainly a procedural requirement or something more important than that?

[00:01:25] Catherine Brenner: No, I think they are critically important. They are the sole and permanent record of a meeting and they work hand in hand with the board papers. Getting them right is absolutely critical.

[00:01:39] Richard Conway: And so, Catherine, diving into what is right for minutes, there's a quote that's often attributed to Mark Twain, which goes along the lines of, I didn't have time to write a short letter, so I wrote a long one instead. So I wanted to ask you what you think about the importance of conciseness in minutes.

[00:01:57] Catherine Brenner: Concise minutes are really important, provided that they're [00:02:00] not so concise that a third party reader, which is one of the tests I put on them, doesn't understand what the matter was, what the decision was. A good set of minutes for me are accurate, impartial, and balanced. But they're not a transcript or a compliance exercise. They reflect the discussion and I probably think about the business judgement rule in this context, that they reflect the discussion, but also the consideration and balancing of various factors.

[00:02:31] Catherine Brenner: But minutes read in conjunction with the board papers. So there is no need to extract bits from the board papers because the board papers stand alongside and to take a little bit out of a board paper, removes it from the context. That being said, I do like a board paper where there is a specific resolution if the board paper has the wording of the resolution in it, I think that means that everyone is very clear what we're being asked to decide and it probably helps, I imagine, [00:03:00] the company secretary when they're drafting the minutes later on.

[00:03:03] Richard Conway: So just to follow up on one of your points there, I think, from what you've said, the minutes don't need to, in your mind, completely stand alone, because you do think about them in the context of information that the board has got in the papers. Is that right?

[00:03:19] Catherine Brenner: That's right. So the papers and the minutes, to me, are the suite of material that represents what happened at the board meeting.

[00:03:27] Richard Conway: And are there any other best practices that you like to see your company secretary follow or which you think directors sort of generally expect when they receive a set of minutes in a board pack at the next meeting?

[00:03:41] Catherine Brenner: So the minutes, when you dive into a board pack, are often a great way to remind yourself of what happened at the last board meeting, to recalibrate as to what the important issues were. Minutes need to not be ambiguous and it's one of the other tests when I read a set of draft minutes is [00:04:00] thinking, gosh, if I look at these down the track, and I know myself when I've looked a year later or 2 years later on a rem decision or a risk decision or something and thinking, oh, there's something ambiguous here, that's really unhelpful. So, that's a really important thing for the drafter of the minutes to bear in mind. Where a board makes a decision that's not canvassed in the board papers themselves, I think a little bit more detail is useful to have in the minutes. Or if what happens is contrary to management's recommendation. I'm not saying there you need to go into as much detail as you do in the board papers, but have sufficient detail about the reasons for the decisions so as to enable a reader to understand why that decision was made. If there's material information that comes up in a presentation or in the questions and answers, which isn't in the board papers, reference to that, is helpful in the minutes.

[00:04:53] Richard Conway: Catherine, I'm going to ask you a question that might sound a little bit silly, but it's one that I actually grappled with a bit when [00:05:00] I've been doing minutes, which I've done plenty of, which is, we're taught, I guess at school and throughout our working lives to write things that people want to read, that are interesting and captivating in some way. Is it okay for minutes to be boring?

[00:05:15] Catherine Brenner: If they're accurate and impartial and balanced, if that equals boring, that's completely fine with me. I'm not a fan of the adjective in minutes. I don't think it adds to the purpose of the minutes. There may be, you know, obviously there are times when that's appropriate, you might be farewelling a board member or congratulating management on something where you do want to record it in the minutes. But we don't need the superlatives etc in most minutes.

[00:05:42] Richard Conway: Absolutely. That's probably a good segue into the next question I wanted to ask you which is about sort of attribution in minutes. So the AICD and Governance Institute have a joint statement about minutes which listeners should look up and have a read of because it's quite useful.

[00:06:00] Richard Conway: And they have a really clear position that is against attribution in minutes. But it does sometimes happen that directors take a view that they would like their position to be specifically minuted. I wanted to ask you how, as a chair or as a company secretary, you think that situation should be navigated.

[00:06:22] Catherine Brenner: So you're so right that at the very heart of a board is collective decision making. And to have really effective debate and discussion and then cabinet solidarity on the decisions, we don't want people grandstanding or going for participation marks or however you wish to characterise it.

[00:06:42] Catherine Brenner: And so not attributing matters is really important. I think where there is attribution sometimes is to a management or a particular member of management or a third party is presenting to the board, using their name then is often appropriate.

[00:06:57] Catherine Brenner: But from a board perspective, good [00:07:00] boards have the debate and the discussion and then come back in, hopefully with consensus. But as we heard in the Financial Services Royal Commission, and there was a lot of discussion at that time, that if you do disagree, and you do wish something recorded in the minutes that should be done, but it should be done in an unemotive way, in a very factual way, and just the material aspects of that, would be the way that I would address it.

[00:07:25] Catherine Brenner: That should be the exception rather than the rule that that's happening. There's a bigger issue, if we're having that sort of situation. But there are some organisations where you might have, it might be a member-based organisation or other things where that may happen from time to time.

[00:07:40] Richard Conway: Absolutely.

[00:07:41] Richard Conway: And Catherine, my final question on this topic is around a challenge that company secretaries can face with minute drafting, particularly trying to make sure that they are unambiguous and concise as you've talked to before. I guess, one of the things that helps you make sure that minutes are unambiguous and [00:08:00] concise is, understanding the subject matter there.

[00:08:03] Richard Conway: And so a challenge that company secretaries face is, they're often from a particular background in terms of training, so they may not, for example, be particularly well trained on fine details of financial things, etc.

[00:08:19] Richard Conway: And so do you have any advice that you would give to company secretaries in terms of how they can effectively minute subjects where they themselves don't fully grasp what the issues are?

[00:08:31] Catherine Brenner: So there's a couple of aspects to that. So the first one is being familiar with the papers. And if you've got well drafted, well prepared board papers, which are prepared by people who are experts in that area, that helps enormously. The chair summarising what the decision is and synthesising the discussion and the outcomes is important not only to help the company secretary draft the minutes, but also for everyone in the room to say, yes, that's what we've agreed or to say, no, I'm not [00:09:00] quite sure that's what we've agreed.

[00:09:01] Catherine Brenner: So I think that's a very important role for the chair, and hopefully that makes the task of the company secretary a little bit simpler. The practice that I'm used to is the company secretary will do a draft of the minutes, and then they usually go to members of management at the same time as the chair or beforehand.

[00:09:20] Catherine Brenner: And they might have questions there, as to, you know, was this the right terminology to use when we were talking about, gearing covenants or something like that. So that that feeds into it.

[00:09:31] Richard Conway: Yeah, absolutely. So try not to be, you don't need to be an island as a company secretary when you're preparing the minutes. You can go to the experts and get their help to get them right.

[00:09:41] Catherine Brenner: Most certainly.